Dualclass

Dual-class refers to a corporate share structure in which two or more classes of stock carry different voting rights. Typically, one class has superior voting weight, allowing its holders—often founders or insiders—to retain control over the company despite owning a minority of the economic interest. In many structures, the high-vote class has a substantially larger number of votes per share than the class available to the public, while economic rights such as dividends may be equal or differ only in degree.

Purpose and use are to enable long-term strategic decision-making and capital raising without diluting control. By keeping voting power concentrated, founders or management can pursue bold or risky strategies with reduced risk of hostile takeovers or pressure from short-term investors. Dual-class structures are most common in technology, media, and other high-growth sectors, though they appear in various industries.

Notable examples include Alphabet (Google’s parent company), which uses Class A and Class C public shares with different voting rights, and Class B shares held by insiders that carry enhanced voting power. Meta Platforms has a dual-class structure that grants greater control to insiders, particularly the founders. In these cases, Class B shares are not publicly traded, while Class A and sometimes Class C shares are.

Criticism centers on governance and minority shareholder protection. Critics argue that unequal voting rights can entrench management and reduce accountability, potentially affecting capital markets efficiency and investor confidence. Proponents contend that dual-class structures can align leadership incentives with long-term strategy and protect innovative or patient-investment approaches. Regulatory views on dual-class shares vary by jurisdiction and market.